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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 18, 1999
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Date of Report (Date of earliest event reported)
HEARST-ARGYLE TELEVISION, INC.
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(Exact Name of Registrant as Specified in its Charter)
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Delaware 000-27000 74-271753
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(State of Organization) (Commission File Number) (IRS Employer Identification No.)
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888 Seventh Avenue
New York, New York 10106
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(Address of Registrant's Principal Executive Office) (Zip Code)
(212) 887-6800
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
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On March 18, 1999, Hearst-Argyle Television, Inc. (the "Company") completed
its acquisition of the television and radio broadcast business operations of
Pulitzer Publishing Company, a Delaware corporation ("Pulitzer"), pursuant to
the Amended and Restated Agreement and Plan of Merger, dated as of May 25, 1998,
by and among the Company, Pulitzer and Pulitzer Inc., a Delaware corporation and
wholly-owned subsidiary of Pulitzer ("New Pulitzer"). The transaction was
approved by the Company's stockholders at a special meeting held on March 17,
1999. In connection with the Merger, Pulitzer transferred to New Pulitzer all
of Pulitzer's assets (other than broadcasting assets) and the net proceeds of
$700 million of new debt after the satisfaction of certain liabilities (the "New
Debt"), subject to all liabilities of Pulitzer (other than broadcasting
liabilities, the New Debt and certain other obligations), and distributed shares
of capital stock of New Pulitzer to Pulitzer's stockholders. Immediately
thereafter, Pulitzer (with its remaining television and radio broadcast assets
and liabilities, the New Debt and certain other obligations) was merged with and
into the Company, with the Company being the surviving corporation in the merger
(the "Merger").
In the Merger, each share of Pulitzer common stock, par value $.01 per
share, and Class B common stock, par value $.01 per share, was converted into
the right to receive 1.63914877 shares of the Company's Series A Common Stock,
par value $.01 per share ("Company Series A Common Stock"). The aggregate
number of shares of Company Series A Common Stock issued pursuant to the Merger
was 37,096,774. In addition, the Company repaid the New Debt immediately after
the Merger with proceeds from a borrowing under an existing credit facility of
the Company.
Prior to the Merger, Pulitzer owned or leased certain plant, equipment and
other physical property, which were used in the conduct of its television and
radio broadcast business. The Company intends to continue to use such assets
for substantially the same business purposes as used by Pulitzer.
Copies of the Company's press releases announcing approval of the Merger by
the Company's stockholders and the consummation of the Merger are attached
hereto as Exhibits 99.1 and 99.2.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
It is impracticable to file with this Form 8-K the financial statements and
pro forma financial information required with respect to the Merger. Such
financial statements and pro forma financial information will be filed by
amendment to this Form 8-K as soon as practicable and, in any event, within 60
days after the required filing date for this Form 8-K.
(b) Pro forma financial information.
See Item 7(a) above.
(c) Exhibits.
2.1 Amended and Restated Agreement and Plan of Merger, including
certain exhibits thereto, dated as of May 25, 1998, by and
among Pulitzer Publishing Company, Pulitzer Inc. and Hearst-
Argyle Television, Inc. (incorporated by reference to the
Company's Current Report on Form 8-K dated January 20, 1999).
99.1 Press Release of Hearst-Argyle Television, Inc., dated March
17, 1999.
99.2 Press Release of Hearst-Argyle Television, Inc., dated March
18, 1999.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEARST-ARGYLE TELEVISION, INC.
By: /s/ Dean H. Blythe
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Dean H. Blythe
Senior Vice President - Corporate Development,
Secretary and General Counsel
Date: March 26, 1999
3
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EXHIBIT INDEX
Exhibit No. Exhibit
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2.1 Amended and Restated Agreement and Plan of Merger, including
certain exhibits thereto, dated as of May 25, 1998, by and among
Pulitzer Publishing Company, Pulitzer Inc. and Hearst-Argyle
Television, Inc. (incorporated by reference to the Company's
Current Report on Form 8-K dated January 20, 1999).
99.1 Press Release of Hearst-Argyle Television, Inc., dated March
17, 1999.
99.2 Press Release of Hearst-Argyle Television, Inc., dated March
18, 1999.
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EXHIBIT 99.1
NEWS
Contact: Thomas W. Campo
(212) 887-6827
HEARST-ARGYLE TELEVISION STOCKHOLDERS APPROVE ACQUISITION
OF PULITZER BROADCAST GROUP
NEW YORK, NY, March 17, 1999 Hearst-Argyle Television, Inc. (NYSE: HTV)
announced today that its stockholders approved the acquisition by Hearst-Argyle
of the broadcast group of Pulitzer Publishing Company (NYSE: PTZ). The
transaction is expected to close on March 18.
The stockholders of Pulitzer Publishing also approved the acquisition by
Hearst-Argyle at a meeting held today.
Also at the Hearst-Argyle meeting, Hearst-Argyle stockholders approved
an amendment to the Company's amended and restated certificate of incorporation
to increase the number of authorized shares of Hearst-Argyle Common Stock from
200 million to 300 million shares.
Upon completion of the merger, Hearst-Argyle Television, Inc. will own
and/or manage 26 network-affiliated television stations, and will own and/or
manage seven radio stations, in geographically diverse U.S. markets. The
Company's television stations will reach about 17.5% of U.S. TV households,
making it one of the two largest non-network owned television station groups in
the United States as well as one of the eight largest television groups overall
as measured by audience delivered. Hearst-Argyle trades on the New York Stock
Exchange under the symbol "HTV."
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EXHIBIT 99.2
NEWS
Contact: Thomas W. Campo
(212) 887-6827
HEARST-ARGYLE TELEVISION COMPLETES ACQUISITION OF
PULITZER BROADCAST GROUP
NEW YORK, NY, March 18, 1999 Hearst-Argyle Television, Inc. (NYSE: HTV)
announced today that it has completed its previously announced acquisition of
the broadcast group of Pulitzer Publishing Company, following a shareholder
vote of both companies.
Pulitzer Publishing Company was merged into Hearst-Argyle, with Hearst-
Argyle issuing 37,096,774 shares of Series "A" Common Stock to the stockholders
of Pulitzer Publishing. Holders of Pulitzer Publishing common stock received
1.63915 shares of Hearst-Argyle Series "A" Common Stock for each share of
Pulitzer Publishing common stock. Immediately prior to the merger, Pulitzer
Publishing had $700 million of outstanding debt, which Hearst-Argyle assumed and
repaid with proceeds from a borrowing under Hearst-Argyle's existing credit
facility. Immediately prior to the merger, Pulitzer Publishing transferred its
newspaper and other non-broadcast operations to a newly formed subsidiary,
Pulitzer, Inc., and distributed the capital stock of Pulitzer, Inc. in a spin-
off to the stockholders of Pulitzer Publishing.
In the transaction, Hearst-Argyle acquired nine television stations
and five radio stations, bringing the Company's total to 26 owned and/or managed
TV stations, and seven radio stations.
"We are now firmly positioned with what we feel is the best group of
broadcast television assets in the business," said Bob Marbut, chairman and co-
chief executive officer of Hearst-Argyle Television. "This transaction is a
pivotal event in our Company's development:
. It positions us among a handful of the largest TV broadcasting groups that
have sufficient scale to compete effectively as this industry consolidates;
. It gives us the diversity of geographic position and network affiliation
that is required to dampen the cycles of specific markets and networks; and
. It results in a quadrupling of our stock's free-trading public `float,'
which will allow for greater efficiency of trading in our stock.
-more-
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Hearst-Argyle Completes Pulitzer Acquisition/2
"All of these attributes result, we believe, in an excellent transaction
for the existing and newest shareholders of Hearst-Argyle."
"This acquisition represents a strong and serious commitment to broadcast
television," said John G. Conomikes, Hearst-Argyle Television president and co-
chief executive officer. "The Pulitzer stations are powerful, household-name,
local-brand franchises in fast-growing markets. We are very optimistic about
the growth potential we have with this impressive, newly combined station group,
and the outstanding people we have."
Separately, Hearst-Argyle announced that its annual meeting will be held on
May 14, 1999, in New York City, for shareholders of record as of April 2, 1999,
and that its 1998 annual report to shareholders is expected to be mailed in
April. The Company's annual report on Form 10K will be filed by March 31.
Hearst-Argyle Television, Inc. owns and/or manages 26 network-affiliated
television stations, and owns and/or manages seven radio stations, in
geographically diverse U.S. markets. The Company's television stations reach
about 17.5% of U.S. TV households, making it one of the two largest non-network
owned television station groups in the United States as well as one of the eight
largest television groups overall as measured by audience delivered. Hearst-
Argyle trades on the New York Stock Exchange under the symbol "HTV."
This news release contains forward-looking statements that are subject to risks
and uncertainties. Forward looking statements include information preceded by,
followed by, or that include the words "believes," "expects," "anticipates,"
"could," or similar expressions. For these statements, the Company claims the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. The following important
factors, among them, could affect the future results of the Company and could
cause those results to differ materially from those expressed in each forward-
looking statement: material adverse changes in economic conditions in the
markets served by the Company; future regulatory actions and conditions in the
television stations' operating areas; and competition from others in the
broadcast television markets served by the business.
